This Director Code of Conduct is prepared with the aim of providing the Company’s directors with guidelines on practices in consistent with good corporate governance principles. It also represents the directors’ determination to uphold ethical standards for the benefit of the Company, shareholders, employees and other stakeholders.
The Board of Directors has the role of policy maker in laying the organization management and corporate governance principles in order to enable efficient business operations and achievement of corporate vision and mission. Gaining the trust of shareholders, investors and the general public in its business operation standards, the Company’s directors therefore undertake to comply with the provision and intendment of laws with prudence and care, while being the positive role models to employees in order to sustain the long-established reputation and good image of the Company.
Board Director Code of Conduct
- Honesty, Fairness and Integrity
Director shall perform duties with honesty and make decisions reasonably in good faith with fairness to the Company, major and minority shareholders, for the utmost benefit of the Company and shareholders. They shall hold to the truth by giving complete and factual reports on the Company’s status, together with regularly informing shareholders of both positive and negative tendency of the Company’s future status.
Directors shall make decisions and perform duties independently, by not allowing either personal interests or financial and non-financial benefits to overrule the independence in the use of complete and truthful information along with reasonableness in the discharge of their duties.
- Personal Transactions and Preservation of Confidentiality
During their term of office and responsibility to the Company, the Board of Directors shall not directly or indirectly engage in any personal business dealings that can generate conflicts of interest.
They shall refrain from using the Company’s name to execute their own personal transactions or any other businesses, and shall not involve in any businesses that may bring disgrace on the Company. They shall also not disclose confidential information of clients, employees and the Company’s operations to a third party, except with the consent of the Company, and shall not use information acquired during their directorship in an inappropriate manner.
- Disclosure of Interests
Directors shall disclose their interests derived from personal or other businesses, including any other matters that may lead to conflicts of interest.
- Compliance with Laws
Directors shall abide by the laws, rules and regulations related to business operations, and shall not corruptly exploit loopholes in the laws, rules and regulations for their own or the Company’s benefits.
- Equal Opportunities for Shareholders
Directors shall carry out their fiduciary duties of safeguarding the rights of shareholders, while taking into account the interests of other stakeholders.
Duties and Responsibilities of the Board of Directors
1.Duties to the Company
- 1.1 Devote their time fully to the Company in the discharge of duties as the Company’s directors, and adhere to good corporate governance principles and business ethics of the Company.
- 1.2 Exercise independent judgment in supervising the Company’ businesses.
- 1.3 Be accountable to shareholders and take into account the rights of other stakeholders in accordance with ethical standards and laws.
- 1.4 Recruit competent senior executives who can devote themselves fully for the Company’s benefits.
- 1.5 Monitor the Company’s operating performance, compliance with laws, rules and the terms of contracts related to the Company, and oversee that the management reports significant matters of the Company to ensure efficient business operations.
- 1.6 Notify the Company in writing of their holding positions as advisory directors of any other companies or organizations, where such activities must not directly conflict with the Company’s interests, and also of their undertaking or holding shares in any businesses that may conflict with the Company’s interests or businesses.
2.Duties to the Shareholders
- 2.1 Supervise to ensure that the Company’s management and financial status are correct and appropriate so as to provide shareholders with proper returns.
- 2.2 Supervise to ensure that the Company has disclosed information that is complete and accurate in essence, and in a timely, standardized and transparent manner to all shareholders equally.
- 2.3 Supervise to ensure that the Company has recognized and respected the rights of every single shareholder fairly and equally.
- 2.4 Supervise to ensure that the Company has provided detailed explanations in relation to operating performance and financial status of the Company in compliance with the regulatory requirements for information disclosure.
- 2.5 Supervise to ensure that the Company has taken shareholders’ recommendations as important and put good recommendations into action for the benefit of business operations.
3.Duties to Employees
- 3.1 Treat every employee fairly and equally regardless of race, religion, nationality, gender, age, education or personal preference.
- 3.2 Recognize employees’ opinions or recommendations, and implement them in a way beneficial to the Company.
- 3.3 Refrain from directly and indirectly violating personal rights and freedom of employees.
4.Duties to Other Stakeholders
- 4.1 Supervise to ensure that the Company complies with related laws and rules.
- 4.2 Supervise to ensure that the Company pays serious attention to matters possibly affecting stakeholders, society and the environment.
Duty of Care
- Attend every Board of Directors meeting, and notify the Company in advance in case there is necessity for absence.
- Acquire knowledge about the Company’s businesses including related laws, rules or regulations affecting the discharge of duties as directors, and be aware of the Company’s status as well as the surrounding factors affecting the Company’s business.
- Supervise to ensure that they receive complete and sufficient information for consideration in advance, so that they have enough time to analyze the information thoroughly and are able to perform their duties efficiently.
- Give consideration and opinions independently, where a director, upon disagreeing with any resolution, can have his/her disagreement recorded in the minutes of the Board of Directors meeting.
- Supervise to ensure that the Company has a system to regularly notify directors of news and information in a timely manner so that they could make decisions reasonably with prudence and care.
- Encourage communications between the Board of Directors and certified public accountants, and ensure that the certified public accountants’ duties are performed independently and efficiently with cooperation from the management and internal audit.
- Supervise to ensure that the Company complies with relevant laws, rules, regulations and requirements as well as business and ethical standards.
- In case there is any doubt, the Board of Directors could seek information or advice from the management or advisors of the Company.
- Not execute any actions that may lead to criticism in relation to honesty and integrity. Directors and their families must refrain from soliciting or agreeing to accept money, objects or any other benefits from individuals having business relationship with the Company, for example clients, subcontractors, traders, etc, except on traditional or customary occasions and those objects or benefits must not be unreasonably or extraordinarily high in values.
Conflicts of Interest
- Not exploit the authority as directors to directly or indirectly seek benefits of their own or their intimates.
- Notify the Company without delay when:-
- 2.1 Directors have accepted the invitation to be directors or regular advisors of other companies that operate businesses in the same nature of or have either direct or indirect interests in the Company.
- 2.2 Directors and their family members have engaged in or owned shares in other businesses having possible interests in or conflicts of interest with the Company.
- 2.3 Directors have either direct or indirect interest in any contract into which the Company has entered. In this regard, they shall indicate the type of contract, name of contractual parties and the interests derived from said contract.
- 2.4 Directors have acquired shares or debentures of the Company or its affiliate companies. They shall indicate the number of shares held, including any changes thereof.
- Seek to avoid conflicts of interest. In case there is a conflict of interest, the directors shall consider refraining from meeting discussion, abstaining from the vote on such agenda, being absent from the meeting on the agenda, or not receiving documents pertinent to the related agenda. They may even resign from directorship, should the conflict of interest is considered material.
- Executive directors shall exercise extreme caution on possible conflicts of interest between the performance of duties as the executives and the performance of duties as directors entrusted by the shareholders.
- Not involve in trading of the Company’s securities for short-term investment.
Use of Company Information
- Not exploit information acquired during their directorship in a corrupt manner.
- Not disclose such information as business secrets or information affecting corporate business operations to outsiders.
- Not buy or sell the Company’s shares while holding information which, if being publicly disclosed, will affect the price of the shares.
- Keep the Company’s confidentiality, and be cautious not to let the confidential document or information of the Company be leaked out or in the hands of unrelated persons, thereby damaging to the Company.
- Not use inside information for personal or other persons’ interests, especially when it is non-public information that has significant effect on the change in share prices.
- Not disclose the non-public information that may affect prices of the Company’s shares. Such information includes:-
- 6.1 Profit forecasts,
- 6.2 Issuance of new securities,
- 6.3 Loans granting,
- 6.4 Possible takeover,
- 6.5 Possible lawsuits,
- 6.6 Material changes of business operations,
- 6.7 New investment plans,
- 6.8 Liquidity problems.
The Company shall monitor Code of Conduct compliance, as well as review and amend this Code of Conduct as it deems appropriate in consistent with business environment.
Ananda Development Public Company Limited undertakes real estate development business, whilst taking responsibilities to all stakeholders comprising shareholders, customers, business and contractual partners, employees as well as society and the environment. Every employee is a part of the synergy toward the achievement of the Company’s visions.
Recognizing the trust earned from customers, shareholders and the general public, the Company is determined to encourage awareness among all its personnel of the responsibilities to those stakeholders, which will lead to eventual business success, stability and sustainability. In this effort, the Executive and Employee Code of Conduct has been established as guidelines for executives and employees on their practices.
This Executive and Employee Code of Conduct lays down basic standards of ethical behaviors. It is a reminder of care and caution to which employees should heed for, and prevents any actions that may violate corporate regulations and undermine the Company’s reputation.
The Human Resources Division is assigned to monitor compliance with the Executive and Employee Code of Conduct. Concurrently, chiefs of each division also undertake to ensure employees’ compliance with the Code.
Given to all employees as the ethical handbook, the Executive and Employee Code of Conduct consists of 10 sections with clear explanations as follows:-
1.Scope of the Code of Conduct
This Code of Conduct shall apply to the employees of Ananda Development Public Company Limited, subsidiaries, associate companies and other affiliates in the Group. All employees, which include full-time and part staff, staff employed under special contract, contract parties and staff of outsourced companies, shall observe the Code of Conduct with understanding, recognition and faith alongside caution to avoid any misconduct. Should there be any questions, the employees can discuss the matter with their supervisors or the Human Resources Division.
2.Compliance with Laws and Corporate Regulations
It is every employee’s responsibility to get familiar and comply with the Employee Code of Conduct as well as other subsequent policies.
2.1 Laws and Corporate Regulations
- Employees must correctly and completely comply with the laws and the Company’s regulations.
- Violation of or request for others to violate the laws, shareholders’ resolutions, Board of Directors’ resolutions, the Company’s policies, rules, regulations or orders by claiming that it is for the greater profit of the Company or any other reasons, is not justifiable.
- Employees must perform their duties with honesty, taking into consideration the Company’s rightful benefits despite there are loopholes in the rules, regulations and orders.
- Employees must immediately report any violation or suspicious behavior against the Company’s policies, and give full cooperation in the investigation for the cause of such violation.
- Employees must display leadership and prudence that ensure compliance with the Company’s policies or relevant regulations.
2.2 Laws Relating to Securities and Disclosure of Inside Information
- Employees shall strictly comply with the regulations of the Stock Exchange of Thailand, the Office of Securities and Exchange Commission, and other relevant laws, which include equitable disclosure of information to shareholders or the public.
- Use of inside information not yet disclosed to the public or shareholders to benefit personal securities trading is regarded as unethical.
- Disclosure of information that could affect the business and share prices must be approved by the President, who will either disclose such information or assign any other person to do so.
Executives should demonstrate adherence to this Code of Conduct by encouraging compliance with ethical standards, conducting themselves in an exemplary manner, passing on policies and practices, as well as being receptive to opinions on compliance with the Code. Any employee violating this Code of the Company’s policies or permitting a subordinate to do so shall be subject to disciplinary action, which includes dismissal, claim for damages, and civil or criminal prosecution, as the case maybe.
3.Credibility of Information
Executives, shareholders, creditors and other regulatory bodies rely on the accuracy of the Company’s information for the monitoring of its performance and decision making. The Company thus relies on all employees to cooperate in preparing accurate information by keeping exact records, preparing reports accurately in a timely manner, and collecting all accounting transactions, regardless of the amount. The basis of accuracy, precision and transparency must apply to the Company’s information of all natures covering the submission of personal information between units, the preparation of expense report, the recording of time sheets, the entry of customer information, the recording of income and other financial transactions, and the recording of the Company’s investment or general information. Erroneous or distorted records or reports are regarded as the violation of the Code.
4.Preservation of Confidentiality
Employees must never disclose the Company’s non-public information, unless such disclosure is required by laws or approved by senior executives. Preservation of confidentiality extends to information in relation to customers, products, services, plans, strategies, procedures and operating systems. Employees must never use any information acquired or produced under their duties for their own or other persons’ interests.
Preservation of confidentiality shall also extend to employees’ personal information, salaries, benefits as well as medical records. Disclosure of this type of information can be made to internal or external parties only when it is a requisite of responsibility and of an utmost necessity. Employees entrusted with the task concerning such personnel information must prudently conform to this policy and strictly maintain the confidentiality.
The Company is steadfast in undertaking business in an honest and open manner. All internal and external communications must be accurate, impartial and straightforward, through channels appropriate to the situation. Communication and publication, either internally or externally, in verbal or written form, of statement with false, distorted, malicious or defamatory content directed to any person or group of persons are prohibited. Communications must be courteous in tone and language at all times, and never tarnish the Company’s image or reputation.
Employees are prohibited from trading the Company’s securities while they are, as a result of being an employee, having knowledge of the Company’s inside information not yet made public. They are also prohibited from advising other persons to trade the Company’s securities that they are having knowledge of its inside information.
The Company is committed to provide a work environment conductive to efficiency and free from any kind of harassment. Upon receiving reports of any incidents or behaviors against this Code, the Company shall pursue a serious investigation and, if they are proved true, shall take due disciplinary action. Forms of harassment include:-
- 7.1 Verbal harassment, such as distortion, slander or defamation;
- 7.2 Physical harassment, such as intimidation, assault or threat of assault;
- 7.3 Visual harassment, such as display of aggressive message, or offensive gestures or pictures;
- 7.4 Sexual harassment, such as sexual advances, request for sexual favor, or physical or verbal sexual abuse.
8.Gambling, Use of Alcohol and Drugs
Employees are prohibited from possessing, selling, buying, transferring, drinking or using alcohol, illegal drugs or controlled substances (except medically prescribed drugs) while in the workplace or carrying out the Company’s business. Employees may be allowed consumption of alcohol in the workplace at an appropriate amount only at parties or on other occasions approved by senior executives. Gambling of any form during working hours or in the workplace is absolutely prohibited.
9.Giving and Accepting of Gifts and Entertainments
The Company is determined to develop strong and sustainable relationships with customers, shareholders, and trade and business partners. Integrity and reputation of the Company form a foundation stone for such relationships.
Employees must never accept gifts from other persons, and never solicit or accept from them any bribes, inducement, loans or favors of any kind that may affect business decisions made on behalf of the Company. Exchange of gifts or customary entertainment in kind is permitted when appropriately serves a business purpose and the maintenance of business relationship. Non-cash gifts may be accepted on a protocol or customary occasion. However, employees should avoid entertainment or exchange of gifts that is expensive, excessively frequent, or may represent a perception of personal support or ties.
When in doubt about the appropriateness of accepting gifts, services, benefits or other acts of hospitality, employees should consult with their supervisors.
10.Outside Employment or Activities
During their employment or discharge of duties, employees must not be employed by other companies or engage in other outside activities not related to the Company.
10.1 Performance of Duties and Responsibilities
- 10.1.1 Duties to the Company
- Preserve the Company’s reputation and honor.
- Be honest.
- Comply with the Company’s rules, regulations and disciplines.
- Have a positive attitude and take pride in the Company, without any defamation thereof.
- Inform relevant units of any situation that may affect the Company, misconduct or illegal act for proper prevention and solution.
- Use the Company’s assets for its best interests.
- Perform duties prudently, promptly, diligently, correctly and sensibly to their full capacity in the best interests of the Company.
- Be punctual and make full use of their working hours for the best interests of the Company.
- Abstain in the vote on any meeting agenda that may lead to conflicts of interest.
- Cooperate and comply with the Company’s good corporate governance principles.
- 10.1.2 Duties to Customers
- Treat customers with courtesy, and provide prompt, accurate and equitable services.
- Strictly preserve the confidentiality of customers’ information.
- Behave in a trustworthy manner.
- Never accept from customers any gifts or other benefits of extraordinarily high value. If employees have already accepted such a gift, only to discover later that its value is extraordinarily high, they must immediately report the matter to their supervisors for proper action.
- Avoid any circumstances that may lead to conflicts of interest with customers.
- 10.1.3 Duties to Shareholders
- Determined to achieve growth based on actual potential or capacity in order to provide shareholders with sustainable returns from the efficient operations and good performance of the Company.
- Respect shareholders’ rights to equally receive information necessary for their assessment of the Company, together with accurate and truthful supporting information as specified by the Stock Exchange of Thailand and the Office of Securities and Exchange Commission.
- Treat all shareholders equally at the meeting of shareholders.
- 10.1.4 Duties to Supervisors and Colleagues
- Cooperate with and assist one another at work.
- Respect their supervisors.
- Concern for the well-being of subordinates and treat them with kindness.
- Pass on professional knowledge and experience to colleagues.
- Avoid accepting gifts or offerings of high value from colleagues and subordinates.
- Never spread defamatory gossip about colleagues’ private matters or information.
- Treat supervisors and colleagues with politeness, generosity and good human relations.
- Never claim credit for other people’s work.
- Have a positive attitude, and never falsely and unfairly defame supervisors or colleagues.
- 10.1.5 Duties to Themselves
- Be a moral person, behave in a proper manner, refrain from every kind of vices and gambling.
- Be truthful to themselves and others.
- Develop their knowledge and capability consistently in order to enhance their working skills.
- Perform their profession with honesty, and never seek any wrongful gain.
- Never use the Company’s assets, equipment or working hours for personal interests.
- Never use their positions and connection with the Company in expressing themselves for political interests or in support of any political parties.
10.2 Conflicts of Interest
- 10.2.1 Employees must avoid conflicts between personal interests and the Company’s when dealing with trade partners and any other persons.
- 10.2.2 Either during their employment or after termination thereof, employees must never disclose the Company’s confidential information for any person’s interests.
- 10.2.3 Employees’ holding positions as directors or advisors in other companies, organizations or business associations must not directly conflict with the Company’s interests and their performance of duties, as well as receive prior approval of the Company’s Board of Directors.
- 10.2.4 Employees must inform the President in writing if they or their family members have engaged or hold shares in any businesses that may have interests in or generate conflicts of interest with the Company.
- 10.2.5 Employees must never solicit a loan from the Company’s trade partners, except where such partners are financial institutions, since the transaction can influence their performance as the Company’s representative.
- 10.2.6 Employees are prohibited from giving the Company’s money or property to other persons without the approval of authorized person(s).
10.3 Use of Company’s Information
- 10.3.1 Only authorized employees have access to information, either kept as hard copies, computer files or in any other forms.
- 10.3.2 Unauthorized employees are prohibited from viewing, duplicating, distributing, deleting, destroying or changing the information, changing the password or performing any other damaging actions.
The Company shall monitor employees’ compliance with the laws and relevant regulations. In this regard, the Human Resources & Organization Development Division and Chiefs of Divisions are responsible for ensuring proper performance. Review and revision of this Code shall be done in appropriate accordance with business environment.